Each restricted stock unit represents a contingent right to receive one share of Common Stock.

(2)

Payment of tax liability by withholding shares of Common Stock incident to the vesting of restricted stock units in accordance with Rule 16b-3.

(3)

This transaction was executed in multiple trades at prices ranging from $75.56 to $75.74. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission, Time Warner Cable Inc. or a security holder of Time Warner Cable Inc., full information regarding the number of shares and prices at which each transaction was effected.

(4)

This award of restricted stock units vests in two equal installments on the third and fourth anniversaries of the date of grant, February 13, 2009. Shares of Common Stock are issued to the Reporting Person upon vesting of the restricted stock units.

(5)

These restricted stock units may have different vesting and distribution dates. Fractional restricted stock units are paid in cash upon vesting.

(6)

This option is exercisable in increments of 25% on the first four anniversaries of the date of grant, February 13, 2009.

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